Toronto, Ontario--(Newsfile Corp. - June 12, 2025) - Highland Critical Minerals Corp. (CSE: HLND) ("Highland" or the "Company") is pleased to announce it has entered into a non-binding letter of intent (the "LOI"), effective as of June 11, 2025, with 6025 Nunavut Ltd. ("Target") to acquire 100% of the outstanding equity interests of Target through a share purchase transaction (the "Transaction"), subject to customary terms and conditions, approvals, and the receipt of legal and tax advice.
Target is the holder of mining claims in the Territory of Nunavut comprising of a total of approximately 3326 hectares of land, known as the "Sy Property" located in the Kivalliq Region of Nunavut. The Sy Property has not seen any recent exploration, with the last recorded work conducted in 2007. A technical report was prepared at that time in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects by Apex Geoscience Ltd. of Edmonton, Alberta.
The LOI is non-binding in most respects but provides for an exclusive negotiating period between the Company and Target and is subject to completion of customary due diligence by Company and the negotiation and entry into a definitive merger agreement between the Company and Target. The LOI provides for a purchase price of up to 150,000 class A common shares of the Company issued at closing of the Transaction, subject to terms and conditions to be stated in a definitive agreement to be negotiated between the Company and Target. The LOI considers that the definitive agreement with respect to the Transaction will be negotiated and executed on or before June 30, 2025. The definitive agreement is also expected to include customary covenants, closing conditions, including required regulatory approvals, indemnification provisions and termination rights. There can be no assurances that the Company will enter into a definitive agreement or complete the Transaction.
The Canadian Securities Exchange has not in any way passed upon the merits of the matters referenced herein and has neither approved nor disapproved the contents of this news release.
ABOUT HIGHLAND CRITICAL MINERALS CORP.
Highland is a mineral exploration and development company. Its activities consist of acquiring and exploring, mining properties. It is anticipated that the Company will be mainly active in the field of mining exploration in Ontario, Canada and that a material part of the funds from subscriptions of the Special Warrants previously sold by the Company will be used in exploration work on the Church Property. For more information, please visit https://highlandcritical.com.
Forward-looking statement
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements related to the anticipated execution of a definitive agreement with respect to the Transaction, the approval of the CSE, and the parties satisfying all terms and conditions to consummate the Transaction. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements. The Company has applied several material assumptions in making such forward-looking statements, including without limitation: the timely receipt of all approvals relating to the Transaction, the ability of the Company and Target to negotiate the terms of a definitive agreement on or before June 30, 2025 or at all, satisfactory completion of due diligence investigations in connection with the Transaction, the consummation of the Transaction at all, and assumptions about general economic and market conditions. Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements expressed or implied by such forward-looking statements or information. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions, risks that not all regulatory approvals (including CSE approval) are obtained, risks relating to the mining industry, and other factors discussed in the Company's long-form prospectus dated May 9, 2025. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
For more information, please contact:
Edward Yew
Ted.yew@highlandcritical.com
647-241-7202
Disclaimer
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from such registration requirements is available.
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SOURCE: Highland Critical Minerals Corp.
